UNITES STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
| | |
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the year ended December 31, 2008
0-18045
(Commission file number)
World Racing Group, Inc.
(Exact name of small business issuer in its charter)
| Delaware | | 90-0284113 |
(State or other jurisdiction of Incorporation or organization) | | (IRS Employer Identification No.) |
| | | |
| 7575 West Winds Blvd. Suite D, Concord North Carolina | | 28027 |
| (Address of principle executive offices) | | (Zip Code) |
Issuer’s telephone number, including area code: (704) 795-7223
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | | Name of Each Exchange on Which Registered: |
| None | | N/A |
| | | |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 par value
(Title of Class)
Check whether the issuer is not required to file reports pursuant to Section 13 or 15 (d) of the Exchange Act. o
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. xYes oNo
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large Accelerated Filer | o | | Accelerated Filer | o |
| | | | | |
Non-Accelerated Filer (Do not check if a smaller reporting company) | o | | Smaller Reporting Company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). oYes xNo
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the issuer as of May 15, 2009: [$565,638.63] (at a closing price of $0.03 per share).
As of May 15, 2009, 42,751,735 shares of the Company’s, $0.0001 par value common stock were outstanding.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) amends the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, which the Registrant previously filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2009. The Registrant is filing this Amendment No. 1 to correct the signature page, which did not include the signature of the principal financial officer or the principal accounting officer and to update Item 15 Exhibits.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications by our principal executive officer and our principal financial officer are filed as exhibits to this Amendment No. 1 as Exhibits 31.1 and 32.1. Except for the amendments described above, we have not modified or updated disclosures presented in the original Form 10-K. Accordingly, this Amendment No. 1 does not reflect events occurring after the filing of the original Form 10-K or modify or update those disclosures.
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
The following documents are filed as part of this report:
| | | |
| 3.1 | | Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2, Registration No. 333-134577, filed with the Commission on May 31, 2006. |
| | | |
| 3.2 | | Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form 10-K filed with the Commission on January 3, 2005). |
| | | |
| 3.3 | | Certificate of Designation of the Relative Rights and Preferences of the 10% Cumulative Perpetual Series A Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 30, 2008). |
| 3.4 | | Certificate of Designation of the Relative Rights and Preferences of the Series D Convertible Preferred Stock. (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on May 23, 2006). |
| | | |
| 3.5 | | Certificate of Designation of the Relative Rights and Preferences of the Series E Convertible Preferred Stock. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 2, 2007). |
| | | |
| 3.6 | | Certificate of Amendment to Certificate of Incorporation, effective January 29, 2008 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 31, 2008). |
| | | |
| 3.7 | | Certificate of Designation of the Relative Rights and Preferences of the Series E-1 Convertible Preferred Stock. (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Commission on December 30, 2008). |
| | | |
| 4.1 | | Series D Convertible Preferred Stock Purchase Agreement, dated as of May 16, 2006, by and among Dirt Motor Sports, Inc., a Delaware corporation, and the purchasers set forth therein. * |
| | | |
| 4.2 | | Form of Series D Warrant. (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Commission on May 23, 2006). |
| | | |
| 4.3 | | Series B Convertible Preferred Exchange Agreement, dated as of May 16, 2006, by and among Dirt Motor Sports, Inc., a Delaware corporation, and the holders set forth therein. * |
| | | |
| 4.4 | | Series C Convertible Preferred Exchange Agreement, dated as of May 16, 2006, by and among Dirt Motor Sports, Inc., a Delaware corporation, and the holders set forth therein. * |
| | | |
| 4.5 | | Series A Preferred Purchase Agreement, dated as of December 31, 2008, by and among the Company and the purchasers set forth therein. * |
| | | |
10.1 | | Employment Agreement, dated effective August 20, 2006, by and between DIRT Motor Sports, Inc. and Thomas Deery (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 18, 2006). |
10.2 | | Employment Agreement, dated effective February 20, 2006, by and between DIRT Motor Sports, Inc. and Benjamin Geisler (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on March 2, 2006). |
| 10.3 | | Employment Agreement, dated effective February 1, 2005, by and between DIRT Motor Sports, Inc. and Brian Carter.* |
| 10.4 | | Form of Senior Secured Promissory Demand Note (Incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K filed with the Commission on April 10, 2007). |
| | | |
| 10.5 | | Note Purchase Agreement, dated September 28, 2007, by and between the Company and the Lenders * |
| 10.6 | | Form of Promissory Note, dated September 28, 2007, made by the Company payable to the Lenders (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on October 2, 2007). |
| | | |
| 10.7 | | Security Agreement, dated September 28, 2007, by and among the Company, Carter & Miracle Concessions, LLC, and the Lenders * |
| | | |
| 10.8 | | Subsidiary Guaranty, dated September 28, 2007, by and among the Company, Boundless Racing, Inc., Carter & Miracle Concessions, LLC, Volusia Operations, LLC, and the Lenders * |
| | | |
| 10.9 | | Pennsylvania Form of Mortgage and Security Agreement, dated September 28, 2007, by and among the Company and the Lenders. * |
| 10.10 | | New York Form of Mortgage and Security Agreement, dated September 28, 2007, by and among the Company and the Lenders.* |
| | | |
| 10.11 | | Florida Form of Mortgage and Security Agreement, dated September 28, 2007, by and among the Company and the Lenders.* |
| | | |
| 10.12 | | Form of Consent (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 19, 2007). |
| | | |
| 10.13 | | The Boundless Motor Sports Racing, Inc. 2004 Long Term Incentive Plan, effective August 17, 2004, as amended.* |
| | | |
| 23.1 | | Consent of Independent Auditors (Incorporated by reference to Exhibit 23.1 to the Company’s Annual Report on Form 10-K filed with the Commission on March 31, 2009). |
| | | |
| 31.1 | | Rule 13a-14(a)/15d-14(a) Certification of Brian M. Carter * |
| | | |
| 32.1 | | Section 1350 Certification of Brian M. Carter * |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | World Racing Group, Inc. |
| | | | (Registrant) |
| | | | |
| By: /s/ | Brian M. Carter | | Date: June 16, 2009 |
| | Brian M. Carter Chief Executive Officer, Chief Financial Officer | | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: /s/ | Brian M. Carter | | Date: June 16, 2009 |
| | Brian M. Carter, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer) | | |
| By: /s/ | Brian M. Carter | | Date: June 16, 2009 |
| | Brian M. Carter, Chief Executive Officer, Chief Financial Officer and Director (Principal Financial and Accounting Officer) | | |
| By: /s/ | Cary J. Agajanian | | Date: June 16, 2009 |
| | Cary Agajanian, Director | | |
| | | | |
| By: /s/ | Daniel W. Rumsey | | Date: June 16, 2009 |
| | Daniel W. Rumsey, Director | | |
| | | | |
| By: /s/ | Robert F. Hussey | | Date: June 16, 2009 |
| | Robert F. Hussey, Director | | |
| | | | |
